[Form 4] Evolv Technologies Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Michael Ellenbogen, Founder and Chief Innovation Officer of Evolv Technologies Holdings, Inc. (EVLV), reported transactions on 09/15/2025. He exercised 80,745 stock options with a $0.24 exercise price, resulting in acquisition of 80,745 Class A shares. On the same date he sold 80,745 Class A shares under a Rule 10b5-1 plan at a weighted average price of $8.46 per share (individual sale prices ranged $8.34–$8.80). Following the transactions, he reported 2,083,961 Class A shares held directly and 151,135 held indirectly by the Family Horizon Trust. The option expires 09/13/2027 and vested 25% on 01/31/2018 with subsequent monthly vesting; the Form 4 was signed by an attorney-in-fact on 09/17/2025.

Insights

Financial Analyst

TL;DR: Routine option exercise and contemporaneous Rule 10b5-1 sale; not an unusual liquidity event for an insider.

The filing documents an exercise of 80,745 options at $0.24 and the immediate sale of the resulting 80,745 shares under a pre-established 10b5-1 plan at a weighted average of $8.46. The transactions changed direct beneficial ownership from 2,164,706 to 2,083,961 shares while leaving 151,135 shares held indirectly. The option terms (exercise price, exercisable date and 09/13/2027 expiration) and vesting schedule are disclosed, and the sale range ($8.34–$8.80) is provided. This is a documented, time-stamped insider liquidity event rather than a governance or capital-structure change.

Corporate Governance Expert

TL;DR: Disclosure is complete for the reported transactions and cites a 10b5-1 plan; signature executed by attorney-in-fact.

The Form 4 supplies required details: transaction dates, codes, quantities, weighted average sale price and the 10b5-1 plan start date (06/12/2025). It also discloses indirect holdings via the Family Horizon Trust and the option vesting history. The form is properly signed by an attorney-in-fact on 09/17/2025. From a compliance standpoint the filing appears to meet Section 16 disclosure requirements based on the information provided in the form.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ellenbogen Michael

(Last) (First) (Middle)

C/O EVOLV TECHNOLOGIES, INC.

500 TOTTEN POND ROAD, 4TH FLOOR

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Evolv Technologies Holdings, Inc. [ EVLV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Founder & Chief Innovation Ofc

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/15/2025		M		80,745	A	$0.24	2,164,706	D
Class A Common Stock	09/15/2025		S(1)		80,745	D	$8.46(2)	2,083,961	D
Class A Common Stock								151,135	I	Held by Family Horizon Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$0.24	09/15/2025		M			80,745	(3)	09/13/2027	Class A Common Stock	80,745	$0	1,623,719	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into on June 12, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.34 to $8.80. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The option vested and became exercisable as to 25% on January 31, 2018 and vested in 36 equal monthly installments thereafter.

Remarks:

	/s/ Rachel Roy, Attorney-in-fact for Michael Ellenbogen	09/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did EVLV insider Michael Ellenbogen do on 09/15/2025?

He exercised 80,745 stock options at a $0.24 exercise price and sold 80,745 Class A shares under a Rule 10b5-1 plan at a weighted average price of $8.46.

How many EVLV shares does Michael Ellenbogen own after these transactions?

After the reported transactions he beneficially owns 2,083,961 Class A shares directly and 151,135 indirectly via the Family Horizon Trust.

What is the exercise price and expiration of the options exercised?

The exercised options had an exercise price of $0.24 and the option grant expires on 09/13/2027.

Were the share sales pre-planned?

Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan entered into on 06/12/2025.

Who signed the Form 4 and when?

The Form 4 was signed by Rachel Roy, Attorney-in-fact for Michael Ellenbogen on 09/17/2025.